2013 Annual Meeting of Shareholders

Panera Bread Co. reported unaudited consolidated financial results for the fiscal first quarter ended March 26, 2013. For the quarter, the company reported net income of $48 million, or $1.64 per diluted share, for the fiscal first quarter ended March 26, 2013. The first quarter fiscal 2013 results compare to net income of $41 million, or $1.40 per diluted share, for the fiscal first quarter ended March 27, 2012, and represent a 17% year-over-year increase in diluted earnings per share. The first quarter fiscal 2013 results include a $2.2 million, or $0.05 per diluted share, benefit from resolution of legal and tax matters. In the first quarter fiscal 2013, company-owned, franchise-operated, and system-wide comparable net bakery-cafe sales each increased 3.3% compared to the comparable period in fiscal 2012. Two year company-owned comparable net bakery-cafes sales increased 10.8%; two year franchise-operated comparable net bakery-cafe sales increased 8.5%, and two year system-wide comparable net bakery-cafe sales increased 9.6%. Total revenues were $561,779,000 against $498,579,000 for the same period of last year. Operating profit was $76,305,000 against $67,356,000 for the same period of last year. Income before income taxes was $78,423,000 against $66,708,000 for the same period of last year. During the quarter, the company generated $81 million of cash flow. The company spent approximately $36 million on CapEx, which results in approximately $45 million of free cash flow generated during the quarter. The company announced company-owned comparable net bakery-cafe sales in the first 27 days of the second quarter fiscal 2013 were up approximately 5.0%. The company's second quarter fiscal 2013 diluted earnings per share target assumes earnings per diluted share of $1.74 to $1.78, which would represent an increase of 16% to 19% in the second quarter fiscal 2013 versus the comparable period in fiscal 2012. The second quarter fiscal 2013 diluted earnings per share target includes the following key assumptions: The range for the company's second quarter fiscal 2013 company-owned comparable net bakery-cafe sales growth is targeted at 4.0% to 5.0% versus the comparable period in fiscal 2012. In the second quarter fiscal 2013, the company anticipates its operating margin will be 25 to 75 basis points favorable on a year-over-year basis, primarily due to higher margins on fresh dough and other product sales to franchisees and improved leverage of general and administrative expenses. The company is maintaining its target for fiscal 2013 earnings per diluted share growth of 17% to 19% as compared to fiscal 2012. The diluted earnings per share growth target include the favorable impact of the 53rd week in fiscal 2013 but do not assume additional share repurchases. This full year fiscal 2013 diluted earnings per share target is based on the following key assumptions: The company is lowering its target for Company-owned comparable net bakery-cafe sales growth for fiscal 2013 to 4.0% to 5.0% from its previous target of 4.5% to 5.5%, primarily due to lower than expected first quarter fiscal 2013 comparable net bakery-cafe sales growth, which was impacted by severe weather. For fiscal 2013, the company is maintaining its previous target for operating margin of flat to 50 basis points favorable when compared to fiscal 2012. This target reflects anticipated incremental investments to provide greater access for customers, increased operational capabilities, and improvement to the Company's core enterprise systems. The company is maintaining its target of 115 to 125 system-wide new bakery-cafe openings in fiscal 2013. The average weekly net sales performance for new Company-owned bakery-cafes is now expected to be at the high-end of the previously provided targeted range of $40,000 to $42,000 for fiscal 2013.

Panera Bread Company announced that President and Co-CEO Bill Moreton will transition to Executive Vice Chairman due to a recognition of his need to spend increased amounts of time on a family matter. Effective August 1, 2013, upon Moreton's transition, Chairman and Co-CEO Ron Shaich will again serve as the company's sole CEO pursuant to the company's management succession plan. Shaich is the company's founder and longtime CEO, having served as sole CEO from May 1994 to May 2010 and Co-CEO from January 1988 to May 1994 and March 2012 to present.